Common use of Adjustment Requests Clause in Contracts

Adjustment Requests. Any Adjustment Request with respect to any member of the Controlled Group may be made (or caused to be made) only by the Company (or its Subsidiaries) responsible for preparing the original Return with respect to such member under this Agreement. Controlled (or its Subsidiaries) shall not, without the prior written consent of Distributing (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such Adjustment Request to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, Distributing for any Tax Period (or portion thereof) by more than a de minimis amount; provided, however, that such consent need not be obtained if Controlled agrees to indemnify Distributing for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, Distributing as a result of the filing of such Adjustment Request.